


Amazon Ponies and Boy

by Ira94



Category: My Little Pony: Friendship is Magic
Genre: Age Difference, Anthropomorphic, Big Balls, Breastfeeding, Come Eating, Come Inflation, Come Swallowing, Egg Laying, Eggpreg, Futa on Male, Futanari, Lactation, Large Breasts, Large Cock, Mommy Issues, Mpreg, Muscular female, Other, Oviposition, Shota, Size Difference, human on pony
Language: English
Status: In-Progress
Published: 2017-11-22
Updated: 2017-11-22
Packaged: 2019-02-05 12:55:23
Rating: Mature
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 12,021
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/12795021
Author URL: https://archiveofourown.org/users/Ira94/pseuds/Ira94
Summary: After finding a strange amulet in a shop, young Michael Vance was transported into a world filled with multi-colored, anthromorphic ponies. But the strange thing is, there are no male ponies, only female and dickgirl ponies, and now he has to live with them and endure their raging hormones. Hope he survives this world of futa amazons.





	Amazon Ponies and Boy

**I don't own anything in this story, only the OCs.**

**(New York)**

It was a cool autumn morning while a young boy was out riding on his bike. The boy had short sandy blonde hair, chestnut brown eyes and light skin. He wore a jacket over a blue shirt, black jeans and tennie shoes. This young boy, was known as Michael "Mikey" Vance. He was out for a simple ride and to head on home since he just got done playing at the local arcade. Unfortunately however, Michael had lost his parents two years ago, they both died in a car accident, and with no other relatives the neighbors in his area decided to help look after him. It wasn't easy or hard, but it was a little odd for Michael when some of the kids would tease him about it.

On his way home, he noticed the local antique just up ahead, a shop he would go to from time to time to see old man Jerry. Since he had some time he parked his bike and set it to the side before walking to the door. The bell at the door jingled, which caught Jerry's attention. "Oh, Mikey! It's wonderful to see you again." Jerry greeted the young boy. Jerry Worthington was a man of 40 years of age, short greyish brown hair, slight wrinkles, green eyes and wearing a green shirt and blue pants. "What brings you around here today?"

 I was on my home when I saw the shop, so I decided to stop by and say hi." he replied walking deeper inside while looking around at the various shelves of random stuff. On one shelf he spotted something he never saw before. It was a golden amulet, bigger than a pocket watch, on the front were different colored gens in different shapes. The first was a magenta colored six pointed star, the second was a red colored lightning bolt, the third was a orange colored apple, the fourth was a pink butterfly, the fifth was a blue balloon and the sixth was a purple diamond. At the center were two pictures of two Pegasus, one with snow-white fur, and the other with dark blue fur. However he noticed that they had horns on their heads, like unicorns.

Both of them were going in a circle, like the yin and yang symbol, but he saw that their rumps had markings. The white pony had a sun on its rump, while the blue one had a crescent moon.

"Oooh, what's this?" He picked up the amulet, he could tell it was still shining, not at all old like it was just brought to the shop recently. "Maybe Jerry might know of this." He turned to walk over, but that's when the symbols started to glow. " What the?" He said, and before he knew it a bright flash of light blinded him, and when it died out he was gone.

Jerry looked up from his newspaper and turned his head. "Mikey? Did you say something?" Hearing no answer, he walked over to where the boy was at, only to find nothing. "Michael?"

* * *

**(Unknown location)**

The camera then darkened before showing a night sky before a flash of light appeared and the boy himself appeared on the ground with him unconscious. Mikey moaned feeling a slight headache, before cracking his eyes open, though his vision was all blurry he could make out the night sky and moon, but then saw a shadowed figure appearing over him. "What in Celestia's name?!" The figure gasped, right before he blacked out again.

(later)

All Michael could see was darkness, until he slowly opened his eyes, his vision was blurred until it was slowly clearing up. And what he saw was not the night sky, but a roof over his head. "Ugh...w...where am I?" He sat up on the bed he was on, and saw the room he was in was like nothing he ever saw before. The room was almost crystal-like, all clean and no amount of imperfections. He was stunned and saw light bounce off the walls making the room lit up.

"What is all this?" He asked himself, then he heard the door opening. He turned and his eyes widened.

What he saw was not a human, but an anthromorphic pony! The pony was female and was a lot bigger, bigger than a full grown man, she pale light greyish mulberry coat, her mane had dark sapphire blue mixed with moderate purple and brilliant raspberry streaks. Her eyes were a moderate violet color, on her back were two large sets of feathered wings, on her head was a single horn and what caught his eye was her bust. It looked bigger than his head with a tail that matched her hair draping out through the back of a plaid skirt with a white blouse over the top that made her chest stick out like a sore thumb.

This made him develop a blush, which made him look like a cherry.

"Oh thank Celestia you're awake." she smiled walking over with her chest jiggling a little making him feel his face heat up more. She stopped before him and kneeled down, to get a closer look at the young boy. Doing so made her chest bounce again and almost met his face.

"How are you feeling?" She asked.

"I...I...I...I..." Poor boy was shaking like a leaf, and stuttering that he couldn't utter a single word. He was always too shy and bashful when it comes to women, they always found him cute, many of the girls and women in his neighborhood would always bringing him into hugs and burying his face in their breasts. But none of them had breasts like this, so it was making him completely speechless.

The pony noticed this and had the look of concern for him. "You ok? You look a little flustered." She placed her hand on his forehead, which engulfed half of his head. "You feel a little warm to, are you coming down with something?"

"N...N...N...N...N..." Michael was trying to say 'no' but he was feeling faint from all the blood rushing to his head.

"Hmm, I better check your whole body with a scan." The pony said while tapping her chin.

This snapped him out of his blush and looked at her with a slight worried look. "Scan? What scan?"

"To check and see if anything's wrong, making sure you're not sick or anything." she replied as the horn glowed before a stream shot out and covered him, making him jump and look at himself with nervousness and fear.

"Don't worry, it's harmless." She assured him with a gentle smile. ' _Hmm, he doesn't seem like a earth pony, or Pegasus, or even a unicorn. I wonder if he's some sort of new species._ '

As she was scanning him, timidly Michael said. "Um, excuse me miss, can you, um, can you tell me where I am?"

"Oh, my bad. You're in my castle, I'm Twilight Sparkle, and you are?" She introduced herself.

"Uh, I'm Michael. Michael Vance, you can call me Mikey if you like." he replied while gulping. "Um...are...you a...horse?"

"A pony to be precise. Well, I used to be a unicorn, but now I'm an alicorn." Twilight answered him.

He went wide eyed while he stopped glowing and she hummed. "You don't seem to be sick or have a fever, but your face is awfully red for some reason."

Then he remembered why he was blushing, and slightly panicked thinking she might be upset with him staring at her bust. "I-I-I-It's nothing! Nothing!"

Twilight tilted her head, wondering why he was acting like this, but shrugged her shoulders. "Anyway, when I found you outside mu castle, I also found this in your hand." She held up the amulet which made him blink. "I'm curious to know why it has the cutie marks from me and my friends on it, and the pictures of the Princesses."

This made his eyes widen. "AH! That's the thing I found at an antique shop in New York!" Michael exclaimed while pointing at the amulet.

Twilight raised a brow. "New York? Where's that at?"

This caught the young boy's attention. "You don't know? It's a city, where I'm from. It's huge it has well over a million people."

"Really? That's a lot, but I don't think I've ever seen or heard of a place like that here in Equestria."

"Equestria?" Michael questioned.

"Yeah, the world we're in. Didn't you know that?"

He shook his head. "No, I never heard of Equestria. Come to think of it, no offence, where I'm from normal ponies don't have horns, wings, use magic, walk or even talk like a human."

She blinked and titled her head. "Do tell." Michael began to explain to her about where he's from, telling her about New York city, other countries things of that sort, all the while Twilight was taking notes. ' _This is amazing! Another world of completely different races compared to mine? This is the discovery of the lifetime._ '

Suddenly Michael felt his stomach growling, which made him blush and Twilight noticing. "Oh right, you must be starving. I'll be right back for something you can eat." Twilight then put her note book away and walked out the door. With her gone, Michael was just sitting on the bed, trying to take in everything that's happened to him.

"I'm in a magical world...with magic!" He placed his head on his hands, rubbing his hair in disbelief. " But how's that even possible?!" Then he hears the door opening again, and saw Twilight walking in with a tray of pancakes and a glass of milk.

"Sorry it took a bit, I wasn't sure what you might like so I went with my first guess." She sets the tray on the bed in front of him.

And without a second thought he started eating the pancakes. " Thank you!" he spoke up between bites while feeling like he was starving.

"You're welcome. And once you're done eating, I can perhaps show you around the castle, before my friends show up."

"That'd be great."

When Michael was finished eating, he got off the bed, stretched himself to get the kinks out, and followed Twilight out of the room. Twilight began to give the young boy a tour of her home, Michael was in awe on how incredible the castle looked, it was truly a sight to behold. On the tour she took him to her favorite place; the library. "Here is where I love to indulge myself in every book around."

"You like books? I love books myself." Michael said with a smile. Back at New York, he would always head for the library on Saturdays for some reading.

"Great! I'll show you a bunch I think you'll love." Suddenly they heard a knocking sound, echoing through the castle. "Oh, sounds like my friends are here, you go ahead and see if you can find any books you like and I'll go let them in." As she left, Michael was looking at the many bookshelves around the room, above him was a chandelier made of what looks like tree roots. This made the young boy raise a brow, but shrugged it off and started to browse through the books. One of which he spotted a book that caught his interest.

"Daring Do?"

He took a seat and pulled the book on the table in front before opening it up. "Daring Do and the Temple of the Scorpion?" He reads aloud, the book had a picture of a Pegasus pony with a light gold coat, her mane is a mix of black and several shades of gray and moderate rose eyes. She was wearing an explorer's outfit, holding what looks a golden idol and a temple behind her with a shadowed figure of a scorpion on top. "Is this like Indiana Jones?"

Before he could read any further, he heard several hoof steps coming his way.

"He's right in here?"

"The library? Really Twilight? You're gonna bore him to sleep." remarked one female voice that sounded cocky.

Michael saw the door opening and saw Twilight walking in first, with five other ponies behind her. One pony was a very beautiful looking woman, with a horn much like Twilight, her coat was a light gray, almost white coat. Her mane was a moderate indigo with moderate azure eyes, her bust wasn't as big as Twilight's but her waist line was a little wide. She wore a light blue blouse with skirt and high heeled boots.

Next to her was a Pegasus pony with a pale, light cerulean color, her mane was like the rainbow and her eyes were a moderate cerise color. The Pegasus had a lean athletic build, not to thin and not to bulky either. Her bust wasn't as big as Twilight's but it was large enough to match a full grown man's head. She had a black sports top with fingerless gloves and matching shorts.

Beside her was another Pegasus pony with pale light gold coat, her mane was a pale light grayish rose color, and her eyes were a beautiful cyan color. She had a rather full figure, an hourglass shaped body with a pair of breasts bigger than Twilights, and her rump was a bit large. She had a large green wool sweater and brown pants.

Next to her was a regular pony who was built like a tank. Her muscles weren't as bulky like a body builder, but big enough to make her look like an amazon. Her coat was a brilliant gamboge, her mane a pale light olive, and her eyes were a moderate sap green. She wore a stetson cowboy hat with high heeled boots, but wore a white shirt that showed off the abs on her stomach which showed it was similar to tank top with blue jeans on her legs.

Lastly the final pony beside her was another regular pony, with a pale light raspberry coat, her mane all wild and crazy was a brilliant raspberry color, and her eyes were a light cerulean color. But unlike some of the other ponies, this one was fat, a bbw pony to be exact. She had a light blue tank top on that showed her belly and wore yellow shorts and blue and white sneakers.

"Michael these five are my friends." Twilight said before pointing at the unicorn. "That's Rarity."

The unicorn, Rarity smiled and waved at him. "Why hello there darling."

Twilight points at the Pegasus pony. "Over there is Rainbow Dash."

Rainbow gave him a grin, crossed her arms and winked. "S'up little man?"

"Next to her is Fluttershy." Twilight points to the other Pegasus who flinched, but happily waved. "He-hello."

"And that's Applejack." The muscular pony tipped her hat at him. "Howdy there partner."

"And lastly, this is Pinkie Pie."

The obese pony, despite her weight actually zoomed across the room and appeared before him, grabbed his hand and started giving him a rapid handshake, while literally shaking him up and down. "HI! I'm Pinkie Pie, do you like parties? If you do I'll totally throw you an amazing PARTY!"

"W-W-W-W-W-W-W-W-" he got out due to the shaking which was making him dizzy.

"PINKIE!" Twilight exclaims snapping the obese pony from her happiness. "I think you should let him down, he's looking green right now."

"Oh! Oops, my bad." she set him down as he held onto the table and groaned with his eyes rolling.

"Ugh, it's...nice...to.. meet you to." Michael said, feeling like he was gonna throw up.

"So, Twilight says you're not from around here, I can see why." remarked Rainbow walking over and looking him over.

Applejack walked over and sat down beside him on the couch. "Well I'll be, he's no bigger than Applebloom."

"I agree, he looks just about Sweetie Belle's age." spoke Rarity walking over and holding his cheeks to get a closer look.

Michael felt a blush forming when he felt just how soft her hands were, which Fluttershy noticed and sat down beside him. "Oh my, are you alright? Your face seems a little red." She questions placing her forehead against his own.

"I already checked him before you guys got here, he doesn't seem to be sick or anything." Twilight answered her.

"Maybe it's just warm in here, you do tend to keep the heat up in here Twi." remarked Applejack.

"N-No, I don't think it's that." Michael said in Twilight's defense.

"Then what's buggin' ya?" asked Rainbow floating in the air while flapping her wings.

Michael lowered his head, trying not to meet their eyes, while he mumbled under his breath. "Excuse me darling, I didn't quite catch that, could you speak up please." Rarity said.

"Her c..."

" Her what?" They all asked in unison.

"...chest."

This made their eyes widen. "What's this about her chest?" Rainbow asked with a hard look on her face, feeling somewhat insulted.

"It's...big." he looked away.

This left the girls dumbfounded. He's acting that way because of her bust? "Aw, sounds like someone's shy~" sang Pinkie. She then wrapped him in her arms, giving him a hug, which buried him in her bust and sinking into her flabby body. His face turned bright crimson from the body heat and soft mounds. "You're such a cutie pie, you are, you are."

"Oh my, well that explains why his face was red." Rarity said with a small blush, finding his shyness rather adorable.

"It's not that big of a deal." Rainbow waved off.

Applejack saw the boy somewhat struggling to bring his head from Pinkie's bust, so she placed her hand on her shoulder. "Uh, Pinkie, you might wanna let Mikey here breath."

"Oops! My bad."

She loosened her arms, allowing Michael to pop his head free from her bust, while he was taking in deep breaths, he looked up only to see Pinkie's smiling face her nose touching his.

"How's that for a hug?"

"Uh..."

"Ok, that's enough." Twilight said while she walked over to another chair and sat down. The girls, plus Michael still in Pinkie's arms turned their gaze at her while she cleared her throat. "Now, to let you all know I just wrote a letter to Princess Celestia, regarding to Michael here. I already asked her if she knew anything about his kind, or where he came from. And I got a reply from her, saying that she'll be here by tomorrow morning, and instructed us to look after him in the mean time."

"So we gotta babysit?" groaned Rainbow.

"Ah, c'mon Dashy! At least the little fella knows us, and won't be with some stranger, right?" Applejack said while flashing Michael a smile.

"Um, I wouldn't mind looking out for him, if that's alright with you." Fluttershy said giving the little boy a smile and stroking his hair. He blushed at the rub while feeling calm from it.

"Then it's settled. Until Princess Celesita gets here tomorrow, we'll be looking out for him."

"Ooh! Me first!" Pinkie squealed while hugging him deeper. His arms flailed out while the others sweatdropped.

"Pinkie please, you're squeezing the poor darling to death." Rarity chided.

"But I wanna see how much he likes parties, and what better way to get to know him then with a big welcome to Ponyville party?"

"That may be Pinkie, but remember how every pony in Ponyville, acted when Zecora arrived?" Twilight reminded.

"I think we'd prefer to forget." remarked Rainbow coughing and looking away.

"Everypony panicked and didn't give her a chance until we spoke up for her. Who knows how they might react if they see Michael here."

"Sorry to say Pinkie, but Twilight's right, we know next to nothing 'bout Mikey here." Applejack said feeling a little down about how she treated Zecora.

"Then let's ask him." spoke Rarity.

"Ok, Michael. Which of us would you rather stay with?" Twilight asked.

"Uh...um...you?" Michael said pointing at Twilight.

"Alright, then I'll watch over you first and then you can decide the next one and so on and so forth."

"Thanks Twilight, that means a lot." Michael said with a smile.

"Awwww." pouted Pinkie.

"Don't worry darling, I'm sure you'll get your chance." Rarity assured the obese pony. With that the girls bid Michael and Twilight goodbye, and left for their homes, leaving the young boy in the care of the alicorn princess.

* * *

Night had fallen over Ponyville, and inside the guest room, Michael was up reading the first volume of Daring Do, Twilight had showed him her whole collection of Daring Do books, and was on the fourth chapter. "Wow, these books are really fun." Then he heard the door knocking and saw Twilight coming in.

"Hey Michael, it's getting pretty late, time for you to get to bed." She said.

"I was just about to finish this chapter, before heading off to bed Twilight." He told her while tapping on the page.

"Well don't worry, it'll be there when you wake up." She said before giving him a hug, which caused him to blush again. "Well don't stay up too late, remember, princess Celestia's coming tomorrow morning. So once you've finished the chapter, head for bed, ok?"

"Ok Twilight."

So she walked towards the door, giving Michael one last goodnight, and left him to finish the chapter. Michael was able to finish the fourth chapter, placed a bookmark on it and began to fall asleep.

(Next day)

Inside the kitchen Twilight was serving breakfast, when she saw Michael coming in, letting out a big yawn. "Morning Michael, sleep well?"

"Yeah I did." Michael said before taking a seat at the table. "What's for breakfast?"

"Some pancakes, apple fritter that Applejack showed me how to make, some eggs and French toast."

"Sounds yummy."

Then they heard someone else coming in. They turned and saw a dragon, about the same height Michael, if only a head taller than him. She had purple scale, green underbelly and spines, a petite figure, green eyes and wore a short skirt, with a cyan shirt. "Morning Twilight." she yawned.

"Morning Barbara." Twilight greeted.

She turned to Michael who went wide eyed and giggled. "Right, you haven't met Barbara yet. She's a dragon and my number one assistant here."

"Hiya." She waved at the stunned boy. "Um...what are you exactly?"

"Oh, that's right you were still asleep yesterday." Twilight said before walking beside Michael. "Babes, this is Michael, I found him outside the castle late last night."

"Hi." He greeted.

"As for what he is, well he's a human, from a world that's not here in Equestria." Twilight said to her assistant.

This caught the young dragon's attention. A being from another world? Sounded unreal.

"For real?"

"Yes, and I'll tell you and Princess Celestia all about it when she gets here."

Eventually the three of them started eating their breakfast, while waiting for the princess to arrive, then they heard the door knocking. "Oh! That must be her." smiled Twilight. She left to answer the door, leaving Michael and Barbara alone.

"Is the princess really cool?" Michael asked the dragon, not sure on how he should talk to royalty.

"Oh, you'll like her. Princess Celestia is one of the most kind, caring and loving ponies in all of Equestria!" she smiled. "But try not to stare."

Suddenly they saw Twilight coming in, and another pony came in behind her. The pony in question, made Michael's eyes widen at what he saw. She had clear white fur with a large white toga-like dress that covered her frame with a chest that made Twilight's look tiny by comparison, wide hips, large ass, and a horn with wings and a mane and tail that was a rainbow of colors. Just the sheer sight of this giantess, made Michael so speechless, and blushing several different shades of red.

"Hello there, I take it you're Michael?" She greeted the human. Her voice was so gentle, she almost sounded like an angel from heaven. Michael still blushing bright red, slowly nodded.

"Well it's good to meet you in person, my name is Princess Celestia, one of the rulers of Equestria."

Michael snapped out of his blushing state, when she said 'one' of the rulers. "One of? You mean you're not the only ruler?"

"Oh no, right now my sister Luna is my co-ruler, but she's busy sleeping since she overlooks the night and dreams of the ponies. I myself overlook the daytime."

"You're saying that, you two control the sun and moon? Are you two, some kind of, deities?" He asked feeling even more nervous.

"Goddesses in a way yes."

Now this completely took Michael by surprise, never in his whole life would he be in the presence of an actual goddess! He bowed is head quickly. "S-Sorry!"

Celestia merely chuckled and waved it off. "There's no need to apologize young one."

"B-But you're a goddess, isn't it rude to not bow?" He stuttered, feeling a small sweat drop rolling down his cheek.

"You're a guest to our world, so there's really no need to bow." She assured him.

He looked up while seeing her chest jiggle just from her breathing which turned his face red, again. Celestia noticed this, and kneeled down as much as she could. Though her bust was the only thing in front of his face. "Are you alright? You seem quite red." Michael was mumbling to himself, still feeling very shy in the presence of Celestia.

"What was that?" She asked.

"I said you're..." He mumbled.

"I couldn't quite catch that." She urged.

Michael closed his eyes and blushed heavily as he exclaimed. "I said you're very beautiful!"

Celestia smiled and patted his head. "That's very sweet of you."

Twilight also smiled, now realizing why he was blushing so much yesterday. " Is that why you were acting so shy?" He just nodded making the girls chuckle.

"So cute." Celestia giggled and brought the young boy into her arms, practically pushing his whole body in between her breasts. And cue his while body turning red. Suddenly they heard more voices from down the hall, and then they saw Twilight's friends coming in. After greeting them, Twilight led them to the throne room, to discuss the matters with Michael now that Celestia is present. Said boy was being smothered by the breasts and feeling feint.

"Now that we're all here, princess Celestia, were you able to find out more about Michael and his kind?" Twilight asked her fellow princess.

"Yes, I used a powerful spell to look across dimensions while using a special mirror, and discovered his realm and how much different it is compared to our own." Celestia explained.

"How so?" Rainbow asked.

"Well, the horses there can't speak, walk on their legs, and are even ridden by his species, which are called humans and are the dominant species." This stunned everyone in the throne room, a world where people like Michael are the only dominant race?

"What about magic? Do they know of it?" Twilight asked feeling awestruck by this information.

Celestia shook her head. "To them they use to believe, but as time grew they let science determine what was real or not and eventually saw it was legend and fairy tales."

"And what about unicorns? Do they have any, or even Pegasi?" Twilight asked in disbelief.

Again, Celestia shook her head. "Nope, all don't exist and are seen as tall tales." Now this left the whole room in silence. A world with no magic, unicorns or pegasi? It was a bit to much for them. Twilight shook her head, remembering the amulet that brought Michael to their world. "Before I forget princess, were you able to figure out the amulet that Michael had with him?"

"All I could find out was that it honed in on the magic you six have given off with your elements of harmony, and transported him as close as possible. As for whether he can go home is still being researched."

"Y-You mean, I'm stuck here?" Michael asked with a disheartened face, sinking into Celestia's bust feeling hopeless that he can't return home. The girls felt really sorry for the young boy, having been ripped away from his home world, find himself into a whole different one, and finding out that there might be no way, for him to get home? The girls could see moister at the corner of his eyes, threatening to fall.

Celesita stroke his head, feeling the sadness emitting from him. "Not to worry, I'm going to try everything I can to find a way back to your home." Celestia assured him, while gently squeezing her breasts together around him, trying to ease his worries.

Michael felt a little better from her embrace, and only sank deeper into her warmth. ' _It's so comfy._ ' Feeling the warmth from the princess's embrace, reminded him of his mother, just the thought of his mother made him sink into her bust even more.

Celestia looked to Twilight and her friends and cleared her throat. "Until we can figure out on how to send him home, all of you are to look out for him, for the time being."

"Don't worry princess, we'll take good care of him." spoke Applejack.

She nodded and let the boy go from her breast, she placed her hand on his head and rubbed him. "Don't worry Michael, we'll find a way to send you back. In the mean time, try and enjoy our world, as much as possible."

"O-O-Ok." he spoke in a quiet tone. Inwardly he was feeling upset that he was pulled away from her.

With that, they all followed the princess outside, walking over to her chariot. As she got on it, she bid them goodbye and left the castle, got on her chariot and took off back to Canerlot.

"Wow..." Michael said in awe upon seeing her chariot flying off.

"Yeah, it's pretty cool, but I can fly circles around those pegasi." smirked Rainbow.

"Well, now with that over with. What say we give Michael a tour at Ponyville? Hopefully with us by his side, it'll make things easy for the pony folk." Twilight suggested.

"Yeah!" cheered Pinkie.

Twilight offered her hand to Michael, who looked at it questionably. "You stick close to us Mikey, that way you won't get lost."

"Well...ok." He grabbed her hand and began to walk with her, and the others taking him to see all of Ponyville. It was a simple town with brick houses and numerous other ponies of various colors who stared when they saw him. Michael was feeling nervous from their stares, but thanks to Twilight and her friends being near him, the pony folk could tell that he's no threat if he's friends with the princess of friendship. ' _I feel like a stranger._ ' He felt someone tapping him on the head, looked up and saw Fluttershy smiling at him. " Don't worry Mikey, I'm sure very pony will get to know soon enough."

"Really?"

"Why of course sugar cube, given time every pony here, will surely see you as friend just like we did." Applejack said to encourage him.

"And before you know it you'll be the talk of the whole town darling." spoke Rarity.

"Plus I'll be throwing you one big party, to go along with it!" Pinkie beamed.

Rainbow leaned down enough till her head was close to his. "Trust me, you'll like it." whispered Rainbow.

The girls showed Michael throughout all of Ponyville, the young boy was slowly but surely getting over his nervousness and anxiety, however he did noticed that there were only women in the town and no males.

"Uh, Twilight?" Michael spoke

"Yes Mikey?" Twilight said.

"Where are all the boys?" He asked her, wondering why there's so many girls and women around, and no sign of any males.

This hit Twilight like a ton of bricks, and she slapped her forehead. "Oh right! I completely forgot about that." She chided herself.

"There are none darling." spoke Rarity. "Only women and girls."

This made Michael almost lose his footing. There's only women and girls? "But...where are they?" He questioned them/

"Well it's always been this way, we know they use to be around ages ago, but eventually they died out." Twilight said.

"But I heard they were needed to make more people." Michael felt a little uneasy and began to twiddle his thumbs. "So, um, if there are no boys. Then how do you, um..."

"Make babies?" asked Pinkie as he blushed and nodded. "That's easy! First you find a girl who has a pu-"

"PINKIE!" The girls cut her off before she could say anything else. "Pinkie, I don't think that's something Michael can know yet!" Twilight chided.

"Why?" The pink obese pony asked

"Because the feller probably ain't heard about the birds and bees." spoke Applejack.

Still blushing Michael timidly raised his hand. "Uh, actually, I kinda understand the birds and bees bit, what I don't get is that how can babies be born if they're aren't any boys?"

Twilight sighed. "Well...ok, it's simple. There are ponies who have vaginas, and-"

"One who have cocks." spoke Pinkie being blunt while her friends facepalmed.

Michael's face did a good imitation of a gaping fish from this tidbit of news. " Um, what?"

"She means futanari." spoke Fluttershy with a blush. "Ponies who can...um...uh..."

"Fuck." Rainbow spoke bluntly. "We got ponies with pussies, and ones with cocks who can knock them up, get the picture?"

Silence was all they received from the boy, before he fainted.

"Rainbow Dash!" Twilight, Rarity and Applejack exclaimed in unison.

"Oh like Pinkie did a better job?"

* * *

At a nearby park, the girls were sitting near a picnic with Michael, having woken up but still felt a little faint from the bluntness of Rainbow Dash's words. "W...Wow..." Michael breathed.

"I know it's a bit overwhelming for you Mikey, but, that's how things are here in Equestria." Twilight began to explain.

"So...you all...have..." He stuttered.

All six girls nodded, feeling a small blush forming upon telling someone so young. "I know it must be a little strange for you darling, but it was the only way for us ponies, to even reproduce." Rarity told him.

"If not then none of us would be here." Fluttershy said sitting beside him.

"S-So, how did you girls get, um..." He tried to speak, but couldn't bring himself to.

"What?" asked Fluttershy. "You can ask us anything."

"Um, how did you girls get your... cocks?" He timidly asked saying 'cock' for the first time, and now sure how the girls would react to him asking or saying the word.

"Oh! We were born with them. When it comes to ponies, it's a fifty-fifty chance of having either a cock or pussy." spoke Rainbow. Her bluntness earned her a blush from Michael, and a stern face from Twilight, Rarity and Applejack.

"Don't give me that, I'm at least being honest, Applejack." Rainbow retorted.

"There's a difference between being honest, and being blunt Rainbow Dash." Applejack said crossing her arms.

She shrugged while Michael was even more blown away. "So, um, if you girls have cocks of your own... does that mean you have, girlfriends?"

"Technically the term is marefriends Michael, but no. Why do you ask?" asked Rarity.

Michael was blushing so hard, it looked like his head was about to burst into flames. "Uh, no, no reason. I, I was just wondering..."

"Oh! I know." smiled Pinkie before Applejack covered her mouth.

"Whatever the reason is, it's his own so don't go blabbin' it."

Michael gave a small sigh of relief. He wasn't sure whether or not if they'd understand his reason for asking if any of them had a girlfriend, or a marefriend from what Rarity said. Despite only knowing them yesterday, he was growing rather fond of them, even he openly admitted to Celestia that she was indeed beautiful, but with the revelation of them being futa ponies, he wasn't sure on what to think.

After the tour, the girls decided to head for home, Twilight walked Michael back to the castle, but in her mind she was a little worried about the boy having learned on how ponies were able to have babies. ' _I hope he's not scarred hearing all that so early._ '

* * *

(Later)

Night had fallen over Ponyville once again. Inside the guest room was Michael, not reading the Daring Do book this time, he was staring off into space, his mind was still going on about the girls being dickgirls so much, he can't seem to get it out of his head. ' _I wonder what they look like. Are they small, big, wide, long?_ ' Then he heard the door opening, and Twilight came in to check on him.

"Michael? How you doing?" She asked, hoping that what he found out today, didn't affected him too badly.

"Fine, just fine Twilight." He assured her.

"I take it you're still thinking about earlier?"

"Uh huh."

She nodded. " Well try not to think too hard on it. Get some sleep, next week is when we decide which of the girls you'll be staying with." She was about to leave when Michael stopped her.

"Um, Twilight?"

"Yes Michael?"

Michael felt a bead sweat rolling off his forehead, twiddling his thumbs he took a deep breath and asked. "Can you show me?"

"What?" She asked in disbelief.

"You know...your...dick." He said with a small stutter.

Silence filled the room as Twilight's eyes widened and her jaw was hanging. "Michael...are you sure?"

"Sorry! I just...wanna know what it looks like." Twilight's mind was like a hurricane. She wasn't sure if someone so young like Michael should be introduced to something like the world of adults, but since they revealed to him about futa ponies, she knew that it would've been sooner or later. She took a deep breath and heaved a sigh. "Alright. I'll show you."

"Really?" He asked feeling surprised.

She nodded, albeit slowly. "Yes, if you insist." She walked over to him, Michael was sitting on the edge of his bed with anxiety inside. Twilight stopped in front of him, reaching for her pants she slowly pulled them down along with her panties. When she finished pulling her pants down, Michael's eyes were completely wide at what he saw. Her cock was half as wide as his body, when it's not fully erected, her balls were bigger than his entire head and were hanging from her sack, which almost stretched down her thighs.

"There, happy?" She asked with a blushing face. Michael only stared at her cock and balls with wide eyes and blushing face, he felt his heart started beating like a drum at the sight. Then he asked her another question that really blew her mind. "Um,...may I...touch them?"

"What?!" She asked wide eyed. Showing him her cock and balls were one thing, but now he's asking her if he can touch them?

"I said may I touch them?"

"Maybe we should stop there." she suggested. She was about to pull her pants up, when she saw his somewhat saddened face, showing him was one thing, but she wanted it to stop before it got to the point of no return.

"Please?" He pleaded.

Twilight let out another sigh and nodded. She got closer to him so he's within arms reach. "Go ahead." He looked at the cock and tried to stay calm before reaching his hand out. He gently grabbed her cock, feeling the warmth of her member and how wide it was in his hand. "Wow." He then placed his other hand on her cock, giving it a gentle squeeze. "Ah." Twilight gasped. Michael then gazed her balls, lowered his hands under them and grabbed them. They felt rather light despite their large size, he was lifting them up and down, as if he was playing with balloons.

"E-Easy."

"Sorry." Michael said. He slowly caressed her balls, lightly bouncing them in his hands. Twilight was lightly panting, feeling his small hands playing with her balls, she wasn't sure why, but she liked how they felt when rubbing her. Michael, unknowingly moved his face closer and closer, until he smothered his face in her sack.

"AH!" Twilight yelped feeling the young boy's face in her balls. "Michael!"

Michael in somewhat of a trance, started kissing her balls, licking them and rolling them in his face. "AHH!" moaned Twilight with wide eyes at the sudden sensation. Michael pulled away from her balls, just in time to see her cock, slowly growing hard and rising. He went wide eyed while Twilight blushed and couldn't hide it. Her cock was at least 12 and a half inches in length, it was almost as tall as him when he's standing, and it was pulsing and twitching.

"W-Why did you lick me?" She breathed, feeling a little weak in the knees. Michael still stunned from the sight of her erection, stuttered in his words. "I...I'm sorry...I...don't know, what got into me."

Twilight stared at the young human, when he was rubbing his face in her balls, a part of her was screaming at her to stop him before it was too late. While another, greater part of her, wanted it to continue. The voice in her head was telling her to let the boy continued working his magical hands on her balls, wanting him to bend over and show her his cute little ass. It was telling her to rut the little boy so hard, to the point where he'll scream her name for all of Equestria to hear. Bending over, she gently grabbed his face with both hands. Michael only looked at her in confusion. She moved her face closer to his, she closed her eyes, and then she placed her lips on his claiming his virgin lips, and his first kiss.

Michael's were completely wide, he felt his whole body going stiff, his heart was racing a hundred miles and his face was atomic red. He was being kissed! By Twilight of all ponies! He could feel her hands gently caressing his face, he felt her tongue pushing through his lips and entering his mouth, easily overpowering his tongue, and going down his throat. ' _W-Wow!_ ' After a few minutes of kissing the young boy, Twilight pulled herself back, leaving a trail of saliva between them.

"It felt...good." Twilight said with a heavy blush. Then she decided to let the boy continue his work, she picked him up, moved him from his spot of the bed, and sat down near the headboard, with her legs stretched open and cock and balls in full view. "Do it again." She urged him.

Michael snapped out of his daze. crawled over to her, stopped in front of her large cock, admiring its size. Grabbing it with two hands, the boy slowly stroke her meaty rod, feeling just how hard and stiff it was in his hands. "Ah." Twilight moaned feeling the young boy's gentle stroke on her cock. "Go ahead Michael, lick it like you did with my balls." Michael ran his tongue up and down on her rode, licking it like he would with an ice pop, reaching up he pulled the tip of her cock down so he could kiss the tip before licking it "Ah! Michael!" Twilight gasped as the young boy was giving her a blowjob, which was not bad for his first time.

"H-H-How are you doing this?"

He pulled back and blushed. "I don't know, I...I'm just guessing."

She could tell that he was right, she knew that he never done anything like this in his whole life, and yet he's doing it like he was a pro. "I-It feels amazing, do more!"

Michael went back to licking her cock, wanting to taste her more, then he wrapped his arms around her cock and rubbed his body against it, feeling his own cock getting hard as well. ' _It's so warm and salty, and it smells sweet._ ' Twilight feeling the pleasure getting to her, she grabbed her bust and started to roll them around, and pinching her tits through her shirt. "Oh Celestia, this feels so much better than with my hands!"

Michael then engulfed the tip of her cock as much as he could, moving his head up and down on it, then he felt something leaking from the tip. He used his tongue to lick at it while Twilight let out an even louder cry. Twilight moaned loudly feeling so much pressure building up, but her mind was being clouded over by the amount of pleasure she's getting, she doesn't want him to stop, not until she makes him drink all of her love juice.

"Keep going!"

Michael continued bobbing his head over her cock, already tasting more of her pre. ' _This tastes delicious!_ ' Michael was sucking harder and harder, wanting more of this sweet nectar.

All his sucking was driving Twilight crazy. "M-Michael, I'm...I'm gonna...AH!" She cried out as her dick twitched and her sperm went shooting into his mouth. Michael's eyes almost bugged out, he felt a current of her sperm flowing into his mouth, nearly making him choke on the large amount. He pulled back and saw the rest shoot out like a fountain over him. Michael was coughing when some of it was swallowed wrong, his whole body being covered in the alicorn's love juice.

Twilight panted and felt her mind clouding over.

Michael wiped some of her sperm off his face, staring at the white juice, it was so sticky, it had a strong musky odor and yet he began to lick it off his hand. Despite it's appearance, it had a rather pleasant taste, almost like a sweet and creamy filling from a candy. Seeing this stunned Twilight who felt harder than ever. "Are...are you alright, Mikey?" She asked feeling a little breathless.

"I feel sticky." He said while wiping some of her cum off.

Twilight's horn started glowing, a magical aura appeared over Michael, and with a flash of light all the sperm covering him was gone, leaving him clean. "How about now?"

Michael looked over himself, and found nothing on him. "It's all gone, I'm not sticky anymore."

"Just a little cleaning spell I know."

Michael turns his eyes back on her cock, which was still raging hard and twitching. "Did it really feel good?" He asked placing his left hand on her balls.

Twilight slowly nodded, her mind still clouded by the afterglow of the boy's blowjob. "I gotta have more." She said with a lustful look in her eyes. She then removes her shirt, takes off her bra which allows her massive bust to bounce freely.

He stared while wincing and looked down at the bulge in his pants. "Um, Twilight, I feel a little strange down there."

She looked at the bulge and felt herself licking her lips. She smiled knowing his little problem. "It's alright Michael, you're just as excited as I am. And that's perfectly normal for someone like you."

"Does that mean I should get naked?"

She nodded, rather than let him take his clothes off himself, her horn glowed once more, and with a snap of her fingers his clothes vanished. He jumped and covered his groin due to embarrassment and instinct. Twilight crawls over to him, grabbed his hands and gently pulls them apart. "Hey now, there's no need for that. I showed you my cock, and now you show me yours."

"B-But...it's so tiny." He squeaked, feeling a little ashamed that his cock's nothing compared to her mammoth cock.

"Oh come on, it's not that bad." With his hands apart she can see his full erect cock, which was only 7 inches, pretty big for someone his age, but nowhere near as big as a fully grown futa pony's dick. "It looks adorable really." She giggled before reaching out and wraps her fingers around it. "Let me help you there."She then stroke his cock like he did with hers, though because of their size difference, she could only wrap her fingers around his dick. Michael let out a groan while feeling her give his balls a squeeze getting a moan from him.

Twilight smiled at the sound of his cute groaning, she wanted to return the favor, before claiming his cute little ass for herself. She leaned down while rubbing and flicked her tongue at the dick which made him jump with a louder moan. "Ah! Twilight!" Michael gasped leaning so far back, he laid down on the bed as the princess had her way with his cock.

Her tongue slid up and around the top while giving his balls another squeeze. ' _He sounds so cute when he moans._ ' she thought before sliding her mouth over more of it. ' _I wanna keep listening._ '

Michael arched his back, moaning loudly upon having his whole cock in Twilight's mouth. "Twilight!" Michael was gripping on the blankets hard, having not done this before was really intense for the young boy. She made slurping sounds each time she bobbed her head while using her other hand to rub her own cock at the same time. Michael was wriggling like a worm, his gasps and moans were like music to her ears. "Twilight! Ah! Ah!"

Twilight growled around his cock, sending shivers up his spine. When she started swirling her tongue around at the same time he cried out before she felt it twitching. Then she felt his cock exploding in her mouth, filling it with his sperm. Michael howled loudly as he continued filling her mouth with his cum. She opened her mouth and let it slowly fill it up while squeezing his balls at the same time. After a few more squirts he stopped cumming in her mouth, allowing him to lay down on the bed, sweating and panting.

She pulled back and swished his seed around before swallowing it with a hum as her dick was leaking more pre-cum.

"How was that for your first blowjob, Mikey?"

"Ah...ah...ah...ah..."

She crawled over to him, her breast rubbing his little torso, she then placed her lip on his. He kissed back while his mind was foggy and he felt very tired. Twilight broke the kiss and saw just how tired he looked. "Aw, is someone getting sleepy?"

Michael slowly nodded, still feeling the after glow from his first blowjob. Smiling, Twilight picked him up in her arms, got onto the bed with him and covered themselves with the blanket. Michael was buried between her breasts, feeling the warmth of her body against his, made him feel relaxed. "Get some sleep Mikey, cause next time we do this, I'll be sure to really rock your world."

"O...Ok...Twilight...night..." Michael snuggled deeper into her bust, allowing her to wrap her arms around him, as they dozed off together in blissful sleep.

* * *

(Next day)

Mikey was seen snuggling into his bed, a small smile on his face meant he had a rather pleasant sleep last night, then he felt a hand stroking his head. "Mikey, Mikey, wake up."

Michael mumbled in his sleep, slowly opening his eyes, to see a blurred figure over him. "Mama?"

"No, it's me."

His vision cleared, and saw it was Twilight smiling over him. Michael then realized that he was in the same bed with her, with no clothes on and in between her breasts. He jumped while blushing as she giggled. "Sleep well?" Michael began to recall what transpired last night, him asking Twilight to show him her cock, him touching it and smothering his face against her balls, giving her a blowjob and her giving him one. All that rushed through his mind, and made him blush atomic red.

"I'll take that as a yes."

"I...I, um, sorry about...last night. I was just..."

"Relax, it's perfectly fine to be a bit curious." Sitting up, the blanket rolled off them, and Michael was still clamped in her bust. "Plus it was rather pleasant, for a first-timer that is." He nodded as she stood up while picking him up with ease. "Let's go get ourselves clean, even with my magic dong for us, a proper bath is a lot better for us."

" Ok."

Twilight teleported herself and Michael inside the bathroom, which was incredibly large, and before them was a bathtub the size of a pool, and beside it was a much larger bathtub meant for a large crowd. "Why do you have two tubs?" He questions the princess.

"For different occasions, for instance the one in front of us, is my personal bathtub, while the other is when me and my friends get together." she replied moving them over and getting in the smaller tub before turning the water on. As soon as the whole tub was filled up, both the princess and the young boy got inside, both letting out a sigh and relaxed in the warm water. "Feel warm enough?" Twilight asked. Michael nodded feeling a lot better now that he can bathe since he hasn't when he arrived in Equestria.

"Hang on while I grab the soap." She reached over and grabbed a bar of soap, lathered it in her hands and motions him closer to her. He moved over and started to let her lather it all around him. Being in the same bathtub with Twilight, reminded him of the bath times he had with his mother when he was little, feeling the softness of her hands, made Michael relax and sink deeper into her touch. "How's this feel?"

"It feels so good." he sighed with content. "Thanks Twilight." She smiled and brought him into a hug, his bareback smashing against her massive mounds. He slowly relaxed while she used her magic to gather some water up and splash it over him to wash the soap away. After washing themselves both Michael and Twilight got out of the bath, and began to dry themselves. She lent a hand drying him off with a bigger towel before they headed out.

They went inside the kitchen to start breakfast, then they saw Barbara walking in. "Hey guys, sleep well?" She asked taking her seat at the table.

"Yes, we did Babes. It was a rather pleasant night for us." smiled Twilight giving Michael a wink as he smiled and took a seat with her doing the same.

Barbara noticed the tone and smile while getting a good idea what she meant. "I bet it was."

After finishing their breakfast, Michael went back to the guest room to relax and probably continue reading the Daring Do book, and as soon as he left, the rest of Twilight's friends arrived. "Yo Twilight." waved Rainbow. Seeing them made her freeze a little. A small part of her was panicking, she wasn't sure how they'd react if they found out what she and Michael did last night.

"How were you and Michael darling?" Rarity asked.

Twilight taking a deep breath to calm herself down replied. "Oh, we're doing fine, nothing much happened really."

Fluttershy noticed her blush and tilted her head. "Are you sure?"

"Yeah! I'm pretty sure." She assured her, however her blushing was increasing even more.

Applejack raised an eyebrow. "Oh really? Then tell us what happened."

Twilight then started sweating a storm. ' _Crap! I forgot AJ can see when no pony's being honest! What do I do, what do I do, what do I do?!_ ' "Um...oh look at the time!" She tried to make an escape, when Rainbow zoomed by her and blocked her escape.

"No way! Now we know something big happened, so spill it."

Twilight was feeling the pressure, her friends practically cornered her, and there's nothing she can do. She sighed. "Ok, I'll talk."

"Let me guess, you tapped him?" asked Pinkie with a smile.

"PINKIE!" She cried out with a huge blush. This made the others jaws drop, did Twilight actually take away Michael's innocence?

"Twilight!" gasped Rarity.

"I-It's not like that! I swear!"

"Then what is it like? I mean we just meet the poor fella a day ago, and already you're jumping him in the sack." Applejack chided.

"Well...he...sorta started it." Twilight nervously said, twiddling her thumbs.

"Whaddya mean he started it?" Rainbow asked with narrowed eyes.

"Well, he was curious about my penis, I showed him, he licked it, and...it escalated from there." Every pony stared at her with wide eyes when she told them. "But we didn't cross that line! Just...sucked each other off."

This earned her blushing faces from them, however hearing how she and Michael were sucking each other off was making them hard, Rainbow crossed her arms and gave Twilight a sly grin. "Who knew you were a cradle robber?"

"I'M NOT A CRADLE ROBBER!" she cried out with a frown.

"Maybe that was a bit...much." spoke Fluttershy with her own blush.

"Ah, c'mon Fluttershy don't tell me that hearing how Michael was sucking off of Twilight, didn't at least get you excited." smirked Rainbow before the pegasus looked away. "Don't make me take a look for myself."

"Honestly Rainbow, you seem to think more with your libido than with your brain." Rarity said while pinching the bridge of her nose.

"Right now we gotta address this cause it's real big." spoke Applejack. Suddenly they saw Pinkie walking away. "And where do you think, you're going, Pinkie?"

"Um...I was gonna go plan a party!" She tried to walk away to plan her 'party', when a lasso wrapped itself around her, and Applejack pulled her back.

"Uh huh, then tell me why you were heading for the hallway, leading towards the guest room?"

"What? I can't see if Michael wanted to come?"

"Yeah right." They all said knowing exactly, what the pink obese pony really had in mind.

"Perhaps the fella should stay with some pony else." Applejack said crossing her arms.

"Like you?" Rainbow tease Applejack with a grin.

"Like me." Applejack repeated not knowing what she said.

"Ha! Now you're a cradle robber too! Hahahaha!" Rainbow guffawed.

Applejack glared at her cackling friend, her fist raised and tensing to smash her head in. "Rainbow, you got to the count of three. One."

"Ah, c'mon AJ even you gotta admit you felt a little hard, at the thought of Mikey sucking you off." she retorted with a frown. "When's the last time we went at it? A month?"

Applejack lowered her fist and loosened her glare. The girls knew that Rainbow had a point, they haven't rutted any pony for a month, if not a whole year now.

"I mean come on, I like banging you girls, but it gets a bit...stale sometimes."

"Hey! My toys get any pony in the mood." huffed Pinkie.

"Even with your toys, it's barely enough for me." Rainbow said.

"I agree with Rainbow Dash Pinkie, they only help so much." spoke Rarity.

"See? So it's no wonder Twilight here wants to jump his bones."

"I do not!" Twilight denies.

Rainbow wraps her arm around Twilight's neck, with a teasing grin. "And yet that tent of yours says otherwise." She said while pointing at her slowly developing tent in her pants. Twilight jumped with Rarity covering her mouth, Applejack covering her face with her hat, Pinkie smiling, and Fluttershy covering her face before she tried covering her groin.

"Come on Twi, he's new around here, not even our same race, and if he was that good with his mouth, his butt might be twice as good."

Twilight was mortified, this talk of rutting was making her hard, and now her friends saw how easily turned on she is, when the thought of Michael popped into her head. ' _Well, she's not wrong. I mean with how small he is, there's a good chance his butt would be extremely snug._ ' They noticed her blush increasing and Rainbow elbowed her.

"So, when you gonna do it?" She asked her blushing friend.

"I-I don't know." she looked away.

"I know! Just put him in some ropes and-" Pinkie was cut off from Applejack bonking her on the head. "That's not what she had in mind." Applejack deadpans.

"Um, maybe we should not?" suggested Fluttershy.

"Ah, don't be a filly Fluttershy. Besides I'm not sure about any of you, but I really need a release, badly!" Rainbow said before turning into the direction where the guest room is, and grinned. "Perhaps Mikey might be the one to help my itch."

"NO YOU CAN'T!" Twilight exclaims.

"Oh yeah? Well what are you gonna do huh? Are you gonna be the first one to take his black cherry before any of us?" Rainbow grinned with her hands on her hips.

Twilight realized what she said, covered her mouth in shock and blushed an even darker shade of red. "If you don't decide to take the chance, then I'm gonna do it myself. And trust me, I'm gonna make sure he's a mess when I'm done." Before she could go anywhere, Twilight teleports in her way with her arms stretched out.

"Not gonna happen!" She said with a hard look.

"Oh, so you are gonna do him then?" Rainbow challenged with her arms crossed.

"As a matter of fact, yes." Twilight said which stunned her friends.

"Twilight, are you serious?" Rarity asked dumbfounded that her friend would actually go along with what she started last night.

"Yes, I am."

Every pony in the room, aside from Pinkie and Rainbow were in stunned silence until Rainbow broke it. "Well, at least you admit that you want him, now don't you?"

"Yes." She told the rainbow haired Pegasus.

"Heh, well let us know when you're through with him, and be sure to tell us all about it."

' _Oh crap.'_

* * *

(Later)

Nighttime had once again arrived in Ponyville, and Michael was halfway through the Daring Do book he was reading, when he heard the door knocking. "Yeah Twilight?"

"...Michael, can I come in? There's something I wanna show you."

"Sure." he spoke bookmarking the page as Twilight opened the door. When the door open he saw the alicorn princess walking in the room, wearing nothing but a robe on. When she entered his room, she locked the door and let her robe fall off her, causing Michael's eyes to widen and his heart skipping a beat at her naked form.

"W-Why are you...naked?" Michael yelped as the naked princess smiled at him, while walking over to him.

"Michael, do you want us to go even farther then before?" She asked him. Michael felt his heart was gonna leap out of his chest, as the princess stopped right in front of him.

"F...F...Farther?" he got out in a squeak Twilight found adorable and tried to keep from getting hard too soon.

Twilight nodded. She sat down on the edge of the bed, slightly turning her body in order to give him a good view of her breasts. "Yeah, full blown sex." Before he could respond, Twilight pushed him on the bed till he was pinned beneath her bust, as she claimed his lips once again. His eyes widened since she didn't wait before sliding her tongue inside and rubbing it against his own. She moaned deeply, her tongue touching every bit of his mouth, her hands running through his hair, and rubbing her body against his small frame.

' _I'm gonna do it, and it's driving me crazy!_ ' She broke the kiss and started licking his neck, which caused him to moan. "T-Twilight!"

"Shh, I'll take care of everything." Her horn glows and his clothes vanished, leaving him naked, and completely under her mercy. She sucked on his neck while moving a hand down to rub at his groin, making him moan louder as her own cock was slowly growing hard.

Michael moaned from having her suck on his neck. "T-Twilight!"

"Mmm, you sound so adorable right now. And by the time we start, you'll be a complete slut." She felt his little cock getting hard while hers was growing hard, just the thought of shoving it up his cute little ass, was making her feel really horny. He jumped feeling her rub all over his dick and whimpered when he felt her other hand rub across his butt. Her hand was glowing and the magic from her hand, flowed into his body. He felt himself getting more and more warm with his dick fully hard.

"In case you're wondering, I just used a spell that will make you take in the cocks, of not just me or my friends, but just about any pony who'd wanna rut you. No matter what length or size they have." she grinned before one of her fingers poked his anus making him jump. "My friends heard about you being curious, so this is to make sure if they wanna rut you you'll be ok. I think Pinkie Pie was more excited then any of them."

Michael was writhing under her, when he felt her fingers wiggle about inside him. "Twilight!"

"But don't worry, I won't let her take your black cherry. Because I'll be the one who gets first shot." She gets on her knees, her cock now fully hard was up to Michael's face. "Give it a lick like before."

Michael already feeling horny himself, started licking the massive cock before him, wanting to taste her before having her ram it up his ass. ' _It feels warmer then before, is it really gonna fit in my butt?_ ' Twilight just smiled as the boy continued licking and kissing her cock, she wasn't sure how long she could hold on, until she loses control and rams it in him.

"That's it, suck on it like a big lollipop." she slowly slid her finger in deeper to his ass while he moaned and she gave it a little wiggle. Michael hugs her cock whimpering from her fingers, playing with his insides. "Come on, lick more." she urged while sliding the finger in and out with her thumb rubbing the bottom of his balls. Michael started to lick her cock faster, sending shivers up Twilight's spine, and her wings popping out. "Oh yeah, give my balls a rub too."

Michael reached for her balls as best as he could, and started rubbing them like he did last night. Twilight moaned once more, already feeling anxious to fit her cock in his ass. She started pushing a second finger inside and used them to try and stretch the hole out so her cock would go in easier. "You ready for it, Mikey?" He nodded while sucking on the tip. She then removed her fingers from his ass, grabs his legs and slowly pulls them apart to reveal his black cherry.

She licked her lips seeing the puckered hole while her dick was leaking pre-cum. She can see the look of uncertainty and fear in his eyes, she smiled and gently stroke his face. "Don't worry, I'll be nice and careful." Using the pre to lube the tip, she placed her tip at the entrance to his ass, and gently pushes it in. Michael went wide eyed and let out a moan while gripping the sheets. Thanks to the spell Twilight put on him, it would lesson the pain, but enough for him to feel her cock stretching his ass.

"A-AHHH!" Michael gasped loudly feeling the massive cock going inside him. Twilight let out a shuddering moan, the snug feeling of his insides were squeezing her cock so much, it was like trying to fit her cock in a mouse hole.

"Oh Celestia yes!"

"Twilight!"

Twilight finally got her cock inside the young boy, and stood still so that he could adjust to her length. He groaned and was stunned while seeing a bulge forming in his stomach. "The other part of the spell that I cast, is that it allows elasticity, so that you can take in a whole lot of cum, no matter how many ponies do you." spoke Twilight while moaning. "Oh sweet Celestia! Your insides are so snug and warm!"

Michael was gasping loudly, his hand rubbing the bulge that is Twilight's cock, and his other hand gripping the blanket. "Hang on, I'm gonna start moving." Twilight slowly pulls herself out of Michael, and then goes back in him. The princess moaned blissfully having finally claimed his anal virginity. "Ah! Oh yes! I needed this!" Twilight said with a beaming smile. Michael was groaning from having the massive pony cock going in and out of it, and yet for some reason it felt rather...good.

His dick flopped back and forth from the movement while the bulge kept shrinking and then growing each time she went in and out. "Oh, Mikey you feel so damn good!" she groaned with wide eyes. "The last pussy I had didn't clamp down on me like your ass is!" She then increased her speed a little, causing Michael to pant feeling her cock going deeper and deeper as it can.

"Twilight! I-It's so big!"

"And you're so tight and snug, ugh, the girls are gonna love rutting you, hell, maybe princess Celestia or even Luna will love you as much as I do!" she moaned with her tongue hanging out before reaching down and started rubbing his dick at the same time.

Both of them were moaning in unison, Twilight was picking up speed once again, her movements were rocking the bed causing it to creak. "Ah! Ah! Ah! Ah! Ah!"

Suddenly she felt the pressure building up inside, and was ready to let it out inside Michael. "Michael! I'm gonna cum inside!" She grunts as she thrusts faster and harder.

"TWILIGHT!" he cried out before his dicks started twitching. Both of them climaxed together, Michael's cock sprayed all over himself and on Twilight, while Twilight's cock erupted inside him filling him up like a water balloon.

"AHHHH YES!" Twilight exclaims in pure bliss. Her seed was overflowing inside Michael, his belly was expanding greatly thanks to the spell Twilight placed on him, Michael would be able to hold enough sperm to fill a large pool. He moaned as he kept cumming on them while his eyes rolled into his head. After a few more squirts it was over. Twilight had filled Michael with so much sperm, his belly was incredibly bigger than him, it looked like he just ate a deer whole!

Both panted while Twilight was amazed and leaned down to rub his head. "That...was...amazing, Mikey." She cooed before she removed her cock from his ass, which closed before any of her cum could escape. He panted and couldn't get a word out but did feel her chest pressed against the side of his head. "Your ass...was the best...I ever had."

"S-So...full." He muttered as he rubbed his massive belly full of cum. ' _It's so warm...I feel so sleepy..._ ' Twilight noticed his sleepy expression, and felt a little tired herself.

Picking him up, she moved him over to the pillows, made a spot for herself, laid down beside him and pulled the blanket over them. "Go ahead and get some rest Mikey." Michael nodded and moved closer till he could feel her breasts. Twilight wrapped her arms around him, and they fell into a much needed sleep.

Even though he's in a new world, Michael's new life here in Equestria will get even better as time passes, but if the way to getting back to his home does come, will he ever want to leave? That's a decision he'll have to make, when the time comes.

**To be continued.**


End file.
